EQUITY OIL COMPANY
                                 AMENDED BY-LAWS


     Section  2.02 of the  by-laws of Equity Oil Company was amended by striking
the words "of record" shown below in capital letters. 



     2.02  Number,  Tenure and  Qualifications.  The number of  directors of the
corporation  shall be not less than six nor more than nine, as may be fixed from
time to time  within  such  range  by  resolution  of the  board  of  directors.
Directors  shall be elected at each  annual  meeting  of  shareholders  and hold
office for staggered  terms as provided in the Articles of  Incorporation.  Each
director  shall  hold  office  until the  director's  successor  shall have been
elected and  qualified,  or until the director's  earlier death,  resignation or
removal.  No  decrease  in the  number of  directors  shall  have the  effect of
shortening the term of any incumbent director. Directors must be the holders "OF
RECORD"  of at least  one  share of stock in the  company  and  natural  persons
eighteen years of age or older.


A complete copy of the by-laws as amended is attached.

<PAGE>

                                 AMENDED BYLAWS

                                       OF

                               EQUITY OIL COMPANY


                                    ARTICLE I
                                  SHAREHOLDERS

     1.01 Annual Meeting.  The  corporation  shall hold an annual meeting of the
shareholders on the second Wednesday of May of each year, at such time and place
as designated  by the board of directors  for the purpose of electing  directors
and for the  transaction  of such other business as may properly come before the
meeting.  If the annual meeting cannot be held on the day designated as provided
herein  for any reason or at any  adjournment  thereof,  the board of  directors
shall cause such meeting to be held as soon thereafter as convenient.

     1.02  Special  Meetings.  Special  meetings  of the  shareholders,  for any
purpose or  purposes,  may be called by the  president  or the  chairman  of the
board, if there be one, or by the board of directors. The corporation shall also
hold a special meeting of the  shareholders in the event it receives one or more
written  demands for the meeting stating the purpose or purposes for which it is
to be held, signed and dated by the holders of shares  representing at least ten
percent  of all  the  votes  entitled  to be cast on any  issue  proposed  to be
considered  at the  meeting.  Special  meetings  shall be held at the  principal
office of the  corporation  or at such  other  place as the board of  directors,
president or chairman of the board, if there be one, may determine.

     1.03 Notice of Meeting.  Except as otherwise  required by law, the articles
of incorporation or these bylaws, notice of each meeting of shareholders stating
the date, time and place of the meeting shall be given (and shall be effective),
in accordance with Section 6.03, to each  shareholder of record entitled to vote
at such  meeting  not less than ten nor more than sixty days  before the date of
the meeting,  except that if the authorized capital stock is to be increased, at
least thirty days notice shall be given. Notice of each meeting and, if required
by law, of each annual  meeting of  shareholders  shall include a description of
the  purpose  or  purposes  for which the  meeting  is  called.  If a meeting is
adjourned to another  date,  time or place,  notice need not be given of the new
date,  time or place if the new date,  time or place is announced at the meeting
at which the adjournment is taken. If after the adjournment a new record date is
or must be fixed under  Section 1.05 for the  adjourned  meeting,  notice of the
adjourned  meeting shall be given to each shareholder of record entitled thereto
as of the new record date.

     1.04 Waiver of Notice.  A shareholder may waive any notice required by law,
the articles of  incorporation  or these bylaws before,  at or after the date or
time  stated in the notice as the date or time when any action will occur or has
occurred. Any such waiver must be in writing, signed by the shareholder entitled
thereto and delivered to the  corporation for inclusion in the minutes or filing
with the corporate records, but such delivery and filing shall not be conditions
to its effectiveness. By attending a meeting, a shareholder (a) waives objection
to lack of notice or defective notice of such meeting unless the shareholder, at
the  beginning  of the  meeting,  objects to the  holding of the  meeting or the
transacting  of business at the meeting  because of lack of notice or  defective
notice,  and  (b)  waives  objection  to  consideration  at  such  meeting  of a
particular matter not within the purpose or purposes  described in the notice of
such  meeting  unless,  when the  matter is  presented  for  consideration,  the
shareholder objects to its consideration.

     1.05 Record Date. In order to make a determination of shareholders entitled
to notice of or to vote at any  meeting of  shareholders,  entitled  to demand a
special meeting of shareholders  pursuant to Section 1.02,  entitled to take any
other action, entitled to receive a distribution or payment of a share dividend,
or for any other  purpose,  the board of directors  may fix a future date as the
record date for any such  determination of shareholders,  except that the record
date for  determining  shareholders  entitled to take  action  without a meeting
pursuant to Section  1.12 shall be  determined  as provided in such  Section.  A
record date fixed under this Section  shall be not more than seventy and, in the
case of a meeting of  shareholders,  not less than ten (thirty if the authorized
stock is to be  increased)  days  before  the  meeting or action  requiring  the
determination of shareholders.  Unless otherwise  specified when the record date
is  fixed,  any  such  determination  of  shareholders  shall  be made as of the
corporation's close of business on the record date.

     If a record date is not otherwise fixed under this Section, the record date
shall be (a) for the  determination of shareholders  entitled to notice of or to
vote at a meeting,  the day before the first  notice of the  meeting is given to
shareholders,  (b) for the  determination  of shareholders  entitled to demand a
special meeting pursuant to Section 1.02, the date of the earliest of any of the
demands  pursuant  to which the meeting is called or the date that is sixty days
before  the date the  first of such  demands  is  received  by the  corporation,
whichever is later,  (c) for the  determination  of  shareholders  entitled to a
distribution, payment of a share dividend or for any other purpose determined by
the  board of  directors,  the  date  the  board  of  directors  authorized  the
distribution,  payment or action;  and (d) for the determination of shareholders
for any other purpose, the date the action requiring such determination is first
taken.

     A determination  of shareholders  entitled to be given notice of or to vote
at any meeting of shareholders made as provided in this Section is effective for
any  adjournment  thereof unless the board of directors fixes a new record date,
which it must do if the meeting is  adjourned to a date more than 120 days after
the date fixed for the original meeting.

     1.06 Shareholders' List for Meeting. Prior to each meeting of shareholders,
the corporation  shall prepare a list of the names of the  shareholders  who are
entitled to be given notice of the meeting. The list shall be arranged by voting
groups,  if there be voting  groups,  and within each  voting  group by class or
series of shares,  shall be  alphabetical  within each class or series and shall
show the  address of, and the number of shares of each class and series that are
held by, each shareholder.  This list shall be kept on file at the corporation's
principal  office or at a place  identified  in the notice of the meeting in the
city where the meeting will be held beginning the earlier of ten days before the
meeting for which the list was prepared or two business days after notice of the
meeting  is given  and  continuing  through  the  meeting,  and any  adjournment
thereof.  Subject to any restrictions and conditions  imposed or allowed by law,
any shareholder or such shareholder's agent or attorney,  on written demand, may
inspect or copy the shareholders' list for any purpose reasonably related to the
shareholder's interest as a shareholder during regular business hours and during
the  period it is  available  for  inspection.  The  corporation  shall make the
shareholders' list available at the meeting and, not withstanding the foregoing,
any  shareholder  or agent or attorney of a shareholder  may inspect the list at
any time during the meeting or any adjournment.

     1.07 Voting  Entitlement of Shares.  Except as otherwise provided by law or
the articles of incorporation and subject to the provisions of Sections 1.05 and
1.09, each  outstanding  share,  regardless of class, is entitled to one vote on
each matter submitted to a vote of shareholders.

     1.08  Quorum.  Except  as  otherwise  provided  by law or the  articles  of
corporation,  at all meetings of shareholders,  a majority of the votes entitled
to be cast on a matter shall constitute a quorum for action on such matter. Once
a share is  represented  for any purpose at a meeting,  including the purpose of
determining  that a quorum exists,  it is deemed present for quorum purposes for
the remainder of the meeting and for any  adjournment  of that  meeting,  unless
otherwise  provided in the articles of incorporation or unless a new record date
is or must be fixed for that adjourned meeting as provided in Section 1.05. If a
quorum does not exist the presiding  officer or any shareholder or proxy that is
present at the meeting may  adjourn  the  meeting to a different  date,  time or
place,  and (subject to the next  sentence)  notice need not be given of the new
date,  time or place if the new date,  time or place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is or must be
fixed pursuant to Section 1.05,  notice of the adjourned  meeting shall be given
pursuant to Section 1.03 to persons that are  shareholders  as of the new record
date. At any adjourned meeting at which a quorum exists, any matter may be acted
upon that could have been acted upon at the meeting originally called; provided,
however, if new notice is given of the adjourned meeting, then such notice shall
state the purpose or purposes of the adjourned  meeting  sufficiently  to permit
action on such matter.

     1.09 Manner of Acting.  If a quorum is present at a meeting of shareholders
as  required  by  Section  1.08,  action  on a matter is  approved  if the votes
favoring  the action  exceed the votes  opposing  the  action,  unless a greater
number  of   affirmative   votes,   is  required  by  law  or  the  articles  of
incorporation.   Notwithstanding  the  foregoing  and  unless  the  articles  of
incorporation  provide otherwise,  in the election of directors each shareholder
entitled  to vote at such  election  shall  have the right to vote the number of
shares owned by such  shareholder  for as many persons as there are directors to
be elected,  and for whose election the shareholder has the right to vote. Those
candidates  receiving the highest  number of votes cast in their favor (equal to
the number of directors  to be elected)  are elected to the board of  directors.
Cumulative voting is not allowed.

     1.10 Proxies.  Subject to applicable  provisions of law, a shareholder  may
vote by  proxy  appointed  by a  writing  signed  by the  shareholder  or by the
shareholder's duly authorized attorney-in-fact or otherwise appointed as allowed
by law. An  appointment  of a proxy is effective  against the  corporation  when
received by the  corporation  in any manner  permitted by law. An appointment is
effective for 11 months, unless otherwise provided in the appointment form.

     1.11  Organization.  The president shall act as chairman of all meetings of
shareholders.  In the absence of the  president,  the chairman of the board,  if
there be one,  shall act as  chairman.  In the  absence of the  chairman  of the
board,  the vice  president,  if there be one,  shall  act as  chairman  of such
meeting.  In the  absence of the  president,  chairman  of the  board,  and vice
president,  any stockholder or the proxy of any stockholder may call the meeting
to order and a chairman shall be elected.

     The secretary of the corporation  shall act as secretary of all meetings of
the stockholders, but in his absence the chairman of the meeting may appoint any
person to act as secretary thereof.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     2.01 General  Powers.  All corporate  powers shall be exercised by or under
the  authority  of, and the  business  and affairs of the  corporation  shall be
managed  under the  direction  of, a board of  directors,  except  as  otherwise
provided by law, the articles of incorporation or these bylaws.

     2.02  Number,  Tenure and  Qualifications.  The number of  directors of the
corporation  shall be not less than six nor more than nine, as may be fixed from
time to time  within  such  range  by  resolution  of the  board  of  directors.
Directors  shall be elected at each  annual  meeting  of  shareholders  and hold
office for staggered  terms as provided in the Articles of  Incorporation.  Each
director  shall  hold  office  until the  director's  successor  shall have been
elected and  qualified,  or until the director's  earlier death,  resignation or
removal.  No  decrease  in the  number of  directors  shall  have the  effect of
shortening the term of any incumbent director.  Directors must be the holders of
at least one share of stock in the company and natural persons eighteen years of
age or older.

     2.03 Removal and  Resignation.  Subject to the rights of the holders of any
series of preferred shares then  outstanding,  any director or the entire board,
director,  may be removed from office at any time,  but only by its  affirmative
vote of the holders of at least 80% of the voting  power of all of the shares of
the corporation entitled to vote for the election of directors. Any director may
resign at any time by giving  written  notice of  resignation to the chairman of
the board,  if there be one, any other  director or (if the director is not also
that  officer) to the  president or the  secretary.  Such  resignation  shall be
effective when it is received by the chairman,  other director, the president or
the secretary,  as the case may be, unless the notice of resignation specifies a
later effective date.  Unless otherwise  specified in the notice of resignation,
acceptance of such resignation shall not be necessary to make it effective.

     2.04 Vacancies. Any vacancy occurring on the board of directors,  including
a vacancy  resulting from an increase in the number of directors,  may be filled
by  the  directors  as  provided  in the  articles  of  incorporation  or by the
shareholders at an annual meeting or at a special meeting of shareholders called
for that purpose.  If the directors  remaining in office constitute fewer than a
quorum,  they may fill the vacancy by the affirmative  vote of a majority of all
of those remaining.

     2.05 Meetings. The board of directors may hold regular or special meetings,
in or out of Colorado.  The board of directors may provide,  by resolution,  the
time and place for  holding  regular  meetings  without  other  notice than such
resolution.  Special meetings may be called by or at the request of the chairman
of the board,  if there be one, or by the president or by two or more  directors
and shall be held at the principal  office of the corporation  unless  otherwise
specified in the notice of the meeting.

     2.06 Notice. Notice of each meeting of the board of directors (except those
regular meetings for which notice is not required)  stating the place,  date and
time of the meeting shall be given (and shall be  effective) in accordance  with
Section  6.03,  to all  directors  at least  three  days  before the date of the
meeting.  The method of notice need not be the same for each  director.  Neither
the  business  to be  transacted  at, nor the purpose of, any regular or special
meeting of the board of  directors  need be specified in the notice or waiver of
notice of such meeting.

     2.07  Waiver of  Notice.  A  director  may  waive  any  notice of a meeting
required  by these  bylaws  before,  at or after the date or time of the meeting
stated in the notice.  Except as provided in the next sentence,  any such waiver
must be in writing, signed by the director entitled thereto and delivered to the
corporation for filing with the corporate records,  but such delivery and filing
shall not be  conditions  to its  effectiveness.  A director's  attendance at or
participation  in a meeting  waives any required  notice to such director of the
meeting unless,  at the beginning of the meeting or promptly upon the director's
later  arrival,  the  director  objects to holding  the  meeting or  transacting
business at the meeting  because of lack of notice or defective  notice and does
not thereafter vote for or assent to action taken at the meeting.

     2.08 Quorum and Manner of Acting.  Except as  otherwise  may be required by
law, the articles of  incorporation or these bylaws, a majority of the directors
fixed in accordance  with Section 2.02,  present in person,  shall  constitute a
quorum for the transaction of business at any meeting of the board of directors.
Except as  otherwise  required by law,  the act of a majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors.  No director may vote or act by proxy or power of attorney at any
meeting of directors.

     2.09  Presumption of Assent.  A director who is present at a meeting of the
board of directors at which action on any corporate matter is taken is deemed to
have assented to all action taken at the meeting unless the director (a) objects
at the beginning of the meeting,  or promptly upon the  director's  arrival,  to
holding  the  meeting  or  transacting  business  at the  meeting  and  does not
thereafter  vote  for or  assent  to  any  action  taken  at  the  meeting;  (b)
contemporaneously  requests  that his or her  dissent  or  abstention  as to any
specific  action taken be entered in the minutes of the  meeting;  or (c) causes
written  notice of such dissent or  abstention  as to any specific  action to be
received by the  presiding  officer of the  meeting  before  adjournment  of the
meeting or by the  corporation  promptly after  adjournment of the meeting.  The
right of dissent or abstention pursuant to this Section as to specific action is
not available to a director who votes in favor of the action taken.

     2.10 Meetings by  Telecommunication.  One or more directors may participate
in any meeting of the board by, or the meeting may be conducted  through the use
of, any means of  communication  by which all directors  participating  can hear
each other during the meeting.  Such participation  shall constitute presence in
person at the meeting.

     2.11 Director Action without a Meeting. Any action required or permitted to
be taken at a meeting of the board of directors  may be taken  without a meeting
if all members of the board consent to such action in writing.  The action shall
be deemed to have been so taken by the board at the time the last director signs
a writing  describing the action taken,  unless,  before such time, any director
has revoked his or her consent by a writing  signed by the director and received
by the  president or secretary  or any other person  authorized  by the board of
directors  to receive such a  revocation.  Such action shall be effective at the
time and date it is taken unless the directors  establish a different  effective
time or date.  Such action has the same  effect as action  taken at a meeting of
directors and may be described as such in any document.

     2.12  Committees.  The Company  shall have an  executive  committee,  audit
committee, compensation committee, and nominating committee as provided in these
bylaws.  Subject to applicable  provisions  of law, the board of  directors,  by
resolution  adopted by a majority of all  directors  then in office,  may create
other  committees  and appoint one or members of the board of directors to serve
on them.  The  provisions of these bylaws  governing  meetings,  action  without
meetings,  notice,  waiver of notice and quorum and voting  requirements  of the
board of directors shall apply to any committees so created or established under
these bylaws and to the members appointed thereto. Each committee created by the
board  or  established  under  these  bylaws  shall  have and may  exercise  the
authority of the board of directors  to the extent  specified in the  resolution
creating such committee,  except that no such committee shall have authority to:

(a) Declare dividends or distributions;
(b) Approve or recommend to shareholders actions or proposals required by
    Colorado law to be approved by shareholders;
(c) Fill vacancies on the board of directors or any of  its committees;
(d) Adopt, amend or repeal by-laws;
(e) Approve a plan of merger not requiring shareholder approval;
(f) Authorize or approve  reacquisition  of shares except according to a
    formula or method prescribed by the board of directors; and
(g) Authorize or approve the issuance or sale of shares or a contract  for the
    sale of  shares  or  determine  the  designation  and
    relative  rights  preferences  and class or series of
    shares; except that the board of directors
    may authorize a committee or an officer to do so within the limits
    specifically prescribed by the board of directors.
(h) Any  other  action   prohibited  under  the  Colorado
    Corporation  Act as the same may be amended from time to time.

     2.13  Executive  Committee.  The executive  committee  shall consist of the
president,  chairman of the board,  if there be one, and such other directors as
the board may determine.  The president  shall act as chairman of the committee.
The executive  committee  shall have and may exercise all authority of the board
of  directors  subject to such  limitations,  if any,  as may be  prescribed  by
resolution of the board and by-laws of the  corporation,  and except as provided
by law.

     2.14 Audit  Committee.  The board of  directors  shall,  by  resolution  or
resolutions,  designate  three or more of its independent  outside  directors to
serve on the audit committee of the board.  The board shall designate one person
from the members so selected  to act as  chairman  of the  committee.  The audit
committee  shall  implement and support the  oversight  function of the board by
reviewing  on  a  periodic  basis  the  corporation's  processes  for  producing
financial data, its internal controls, and the independence of the corporation's
external auditor. In addition, it shall:

(a)  Recommend  the firm to be employed as the corporation's  external
     auditor and review the proposed discharge of any such firm;
(b)  Review the external auditor's compensation and the proposed terms of its
     engagement;
(c)  Review the appointment and replacement of the chief financial officer of
     the company;
(d)  Serve as a channel of  communication  between the external  auditor and
     the board and between the chief financial officer of the company, and the
     board;
(e)  Review the results of each external audit of the corporation and any
     Recommendations made by the external auditor and the responses of
     management to such recommendations; and
(f)  Such other matters as the audit committee, in its sole discretion, deems
     advisable and necessary.

     2.15 Compensation Committee.  The compensation committee shall be comprised
of all of the independent outside directors of the company.  Each year following
the annual  meeting of  shareholders,  the board of  directors  shall  appoint a
chairman of the compensation committee. The compensation committee shall:

(a)  Review and  recommend to the board, or determine, the annual salary,
     bonus, stock options, and other benefits, direct and indirect, of the
     officers of the company;
(b)  Review new executive compensation programs; review on a periodic basis
     the   operation   of  the   corporation's   executive
     compensation  programs to determine  whether they are
     properly  coordinated;   establish  and  periodically
     review policies for the  administration  of executive
     compensation  programs;  and take steps to modify any
     executive  compensation  programs that yield payments
     and  benefits  that  are not  reasonably  related  to
     executive performance;
(c)  Establish and periodically review policies in the area of management
     perquisites;
(d)  Be  responsible for insuring that a proper system of compensation is in
     place to provide performance oriented incentives to management; and
(e)  Evaluate the president and chief financial officer's performance for
     incentive purposes.

     2.16  Nominating  Committee.  The whole board of  directors  shall act as a
nominating  committee  for the election of new  directors  of the  company.  The
nominating committee shall:

(a)  By February 1 of each year,  nominate candidates for all directorships to
     be filled by the shareholders or the board;
(b)  Consider,  in making its  selection,  candidates  for
     directorships   proposed   by  the  chief   executive
     officer,  the  chairman  of the  board,  if any,  and
     within  the  bounds of  practicability,  by any other
     senior executive or any director or shareholder;
(c)  In  selecting a  candidate,  consideration  should be
     given to the skills and  characteristics  required of
     board members in the context of the current makeup of
     the  board  and  the  business  of the  company.  The
     assessment  should  include,  but not be limited  to,
     issues  of  diversity,  age  and  skills  such  as an
     understanding of exploration,  production, marketing,
     finance,   regulation,   public   and   international
     markets;
(d)  Each proposed  nominee shall provide the  corporation
     with  such  information   concerning  himself  as  is
     required   under   law,   to  be   included   in  the
     corporation's proxy statement  soliciting proxies for
     his election as director; and
(e)  Substitution of Nominees.  In the event that a person
     is validly designated as a nominee in accordance with
     paragraph  (b)  hereof  and shall  thereafter  become
     unable or  unwilling to stand for the election to the
     board  of  directors   may   designate  a  substitute
     nominee.

     2.17 Compensation.  The members of the board of directors shall be entitled
to reasonable  compensation  for their  personal  services as such, and shall be
paid  such  compensation  as the  directors  may  from  time to time  determine.
However,  no  director  who  is  also  a  salaried,  full  time  officer  of the
corporation shall receive compensation for his services as a director.

     2.18 Extra  Services.  If any  director  performs  extra  services  for the
corporation  at the  request  of the board of  directors,  the  corporation  may
remunerate  the director for so doing in such manner as may be determined by the
board  including the payment of expenses  incurred in connection with such extra
services.

                                   ARTICLE III
                                    OFFICERS

     3.01  General.  The  corporation  shall  have as  officers a  president,  a
secretary,  and a treasurer,  who shall be appointed by the board of  directors.
The board of directors may  designate and appoint a chairman and other  officers
of the board. The board of directors may also designate,  as additional offices,
those of vice presidents, assistant secretaries,  assistant treasurers, and such
other  offices  as it may  deem  necessary  or  appropriate;  and the  board  of
directors,  the president, and such other officers as the board of directors may
authorize, acting singly, may make appointments to such offices. The officers of
the  corporation  shall exercise such authority and perform such duties as shall
be  determined  by these  by-laws  or the  board of  directors.  Any two or more
offices may be held by the same person. The officers of the corporation shall be
natural persons at least eighteen years old.

     3.02 Term of Office.  The officers of the corporation shall be appointed by
the board of  directors at each annual  meeting of the board of  directors  held
after each annual meeting of the shareholders. If the appointment of officers is
not made at such  meeting,  or if an officer or officers  are to be appointed by
another officer or officers of the corporation,  such appointments shall be made
as soon thereafter as convenient . Except as otherwise provided in Section 3.03,
each  officer  sh all  hold  office  for the  term  specified  in the  officer's
appointment  and, if applicable,  until the officer's  successor shall have been
appointed and qualified,  or until the officer's  earlier death,  resignation or
removal.

     3.03  Removal  and  Resignation.  Any  officer  appointed  by the  board of
directors  may be removed  at any time by the board of  directors.  Any  officer
appointed  by the  president  or other  person may be removed at any time by the
board of directors or by the  appointing  person.  Any officer may resign at any
time by giving written notice of resignation to any director (or to any director
other than the  resigning  officer if the  officer is also a  director),  to the
president, to the secretary, or to the officer who appointed. Acceptance of such
resignation  shall not be necessary to make it  effective,  unless the notice so
provides.

     3.04  Compensation.  Officers  shall  receive such  compensation  for their
services as may be fixed by the board of directors or by any officer  authorized
by the board of  directors to fix  compensation  of other  officers.  No officer
shall be prevented from receiving  compensation by reason of the fact that he or
she is also a director of the  corporation.  Appointment as an officer shall not
of  itself  create a  contract  or  other  right to  compensation  for  services
performed by such officer.

     3.05  Chairman  of the  Board.  The board of  directors  may elect from its
number a chairman  of the board.  The  chairman  of the board,  if there be one,
shall be an  independent  outside  director and shall preside at all meetings of
the board of  directors.  The chairman  shall act in a  non-executive  capacity;
shall have access to all corporate  information;  monitor officers' performance;
aid and  consult  with the  president;  assist the  president  in setting  board
meeting agendas;  facilitate  communications among other members of the board as
the president and chairman  mutually  agree. He shall have such other powers and
duties as may be prescribed by these by-laws and by the board of directors  from
time to time.

     3.06  President.  Subject  to the  direction  and  control  of the board of
directors, the president shall be the chief executive officer of the corporation
and as such shall have  general and active  control of its affairs and  business
and general supervision of its officers, agents and employees and shall see that
all orders and  resolutions  of the board of directors  are carried into effect.
The president may negotiate,  execute,  and deliver such contracts,  deeds,  and
other  instruments on behalf of the corporation as are necessary and appropriate
to the conduct of the business and affairs of the corporation or as are approved
by the board of  directors.  The  president  shall  preside at all  meetings  of
shareholders,  and the executive committee.  The president shall also preside at
all  meetings  of the  board of  directors  unless  the board of  directors  has
appointed  a chairman of the board.  The  president  shall have such  additional
authority  and  duties  as are  appropriate  and  customary  for the  office  of
president  and chief  executive  officer,  except as the same may be expanded or
limited by the board of directors from time to time.

         3.07 Vice Presidents.  The vice president,  if any (or if there is more
than one,  then each vice  president),  shall  assist  the  president  and shall
perform  such  duties  as may be  assigned  by the  president  or the  board  of
directors.  The vice  president,  if there is one (or if there is more than one,
then the vice president designated by the board of directors,  or if there is no
such  designation,  then the vice presidents in the order of their  appointment)
shall,  at the  request  of the  president,  or in the  president's  absence  or
inability  or refusal to act,  have the  powers  and  perform  the duties of the
president.

         3.08 Secretary.  The secretary shall, except to the extent delegated by
the board of directors to another  officer or officers:  (a) be responsible  for
the  preparation  and  maintenance  of the  minutes  of the  proceedings  of the
shareholders,  the board of directors and any committees of the board and of the
other  records  and  information  required to be kept by the  corporation  under
Section  7-116-101 of the Colorado  Business  Corporation  Act, or any successor
provision,  and for authenticating records of the corporation ; (b) see that all
notices to the  shareholders and directors are duly given in accordance with the
provisions  of these  bylaws  or as  required  by law;  (c) have  charge  of the
corporate  seal and  authority  to affix the  corporate  seal to any  instrument
requiring  it  and  attest  to  such  affixment;  (d)  be  responsible  for  the
maintenance of other  corporate  records and files and for the  preparation  and
filing of reports to governmental  agencies (other than tax returns),  except to
the extent any of such duties is  delegated  to another  officer or agent of the
corporation;  and (e) perform all other  duties  incident  or  customary  to the
office of  secretary  and such other duties as from time to time may be assigned
by the president or the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.

     3.09 Treasurer. The treasurer shall: (a) be the principal financial officer
of the  corporation  and have the care and  custody  of all  funds,  securities,
evidences of  indebtedness  and other personal  property of the  corporation and
deposit the same in accordance with the  instructions of the board of directors;
(b) subject to any limits  imposed by the board of  directors,  receive and give
receipts and acquittances for moneys paid in on account of the corporation,  and
pay out of the funds on hand all  bills,  payrolls,  and other just debts of the
corporation of whatever  nature upon maturity;  (c) be the principal  accounting
officer of the  corporation;  (d) prescribe and maintain the methods and systems
of  accounting to be followed;  (e) keep complete  books and records of account;
(f) prepare and file all local,  state and federal tax returns;  (g) prepare and
furnish  to the  president  and the board of  directors  statements  of  account
showing  the  financial  position  of the  corporation  and the  results  of its
operations; and (h) perform all other duties incident or customary to the office
of treasurer and such other duties as may be from time to time prescribed by the
president or the board of directors.  Assistant  treasurers,  if any, shall have
the same powers and duties, subject to supervision by the treasurer.


                                   ARTICLE IV
                                     SHARES

     4.01  Issuance of Shares.  The issuance or sale by the  corporation  of any
shares of its  authorized  capital  stock of any  class  shall be made only upon
authorization  of the board of  directors.  No shares shall be issued until full
consideration  has been  received  therefor.  Every  issuance of shares shall be
recorded  on  books  maintained  for  such  purpose  by  or  on  behalf  of  the
corporation.

     4.02  Certificates.  Shares  of stock  issued by the  corporation  shall be
represented by certificates. Certificates shall be consecutively numbered, shall
be signed,  either  manually or by facsimile,  in the name of the corporation by
the president or a vice president and by the secretary or an assistant secretary
or by such  other  officer  or  officers  as may be  designated  by the board of
directors,  and shall  otherwise be in such form and contain  such  information,
consistent  with  law,  as  shall  be  prescribed  by the  board  of  directors.
Certificates  may, but need not be, sealed with the seal of the corporation,  or
with a facsimile thereof.  In case any officer who has signed or whose facsimile
signature  has been  placed upon such  certificate  shall have ceased to be such
officer before such  certificate is issued,  it may be issued by the corporation
with the same effect as if he or she were such officer at the date of its issue.

     4.03   Consideration   for  Shares.   Shares   shall  be  issued  for  such
consideration,  expressed in dollars, as shall be fixed from time to time by the
board of directors.  Such consideration may consist, in whole or in part, of any
tangible or intangible  property or benefit to the corporation,  including cash,
promissory  notes,  services  performed and other securities of the corporation.
Future services shall not constitute  payment or partial payment for shares. The
promissory  note of a  subscriber  or an  affiliate  of a  subscriber  shall not
constitute  payment or partial payment for shares unless the note is negotiable,
with  recourse  against  the maker and  secured  by  collateral,  other than the
shares, having a fair market value at least equal to the principal amount of the
note.

     4.04  Lost  Certificates.  In  case of the  alleged  loss,  destruction  or
mutilation  of a  certificate  of stock,  the board of directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe.  Before issuing a new certificate,  the
board of directors may in its discretion  require a bond in such form and amount
and with such surety as it may determine.

     4.05 Transfer of Shares. Upon surrender to the corporation or to a transfer
agent of the  corporation of a certificate of stock duly endorsed or accompanied
by proper evidence of succession,  assignment or authority to transfer,  payment
of all transfer taxes, if any, and the satisfaction of any other requirements of
law,  including  without  limitation  evidence of compliance with all applicable
securities  laws, the  corporation  shall issue a new  certificate to the person
entitled thereto,  and cancel the old certificate.  Every such transfer of stock
shall be entered on the books of the corporation  maintained for such purpose by
or on behalf of the corporation.  The corporation or the corporation's  transfer
agent may require a signature  guaranty or other  reasonable  evidence  that any
signature is genuine and  effective  before  making any  transfer.  Transfers of
uncertificated  shares shall be made in accordance with applicable provisions of
law.

     4.06  Holders of Record.  Except to the  extent the  corporation  otherwise
provides  pursuant to Section 4.07,  and except for the assertion of dissenters'
rights to the extent  permitted in the Colorado  Business  Corporation  Act, the
corporation  shall be entitled to treat the  registered  holder of any shares of
the  corporation as the owner thereof for all purposes and shall not be bound to
recognize  any  equitable  or other claim to, or interest  in, the shares on the
part of any other person,  whether or not the  corporation  shall have notice of
such claim or interest.

     4.07 Recognition  Procedure for Beneficial  Owners.  The board of directors
may  establish,  by  resolution,  a procedure by which the  beneficial  owner of
shares  that  are  registered  in the name of a  nominee  is  recognized  by the
corporation  as the  shareholder.  The  procedure  established  pursuant to this
Section may set forth the types of  nominees to which it applies,  the rights or
privileges  that the  corporation  recognizes  in a beneficial  owner (which may
include  rights  or  privileges  other  than  voting),  the  manner in which the
procedure may be used by the nominee,  the information  that must be provided by
the nominee when the  procedure is used,  the period for which the nominee's use
of the  procedure is  effective,  and any other aspects of the rights and duties
created thereby.


                                   ARTICLE V
                                INDEMNIFICATION

     5.01 Right to  Indemnification.  The corporation  shall  indemnify,  to the
fullest extent permitted by law (including  without  limitation in circumstances
in  which,  in the  absence  of this  Section  5.01,  indemnification  would  be
discretionary  under the laws of  Colorado  or limited or subject to  particular
standards  of conduct  under such  laws),  each of its  directors  and  officers
(hereinafter,  for  purposes of this  Article V,  individually  referred to as a
"party")  against  all  expenses,  liabilities  and  losses  (including  without
limitation expenses of investigation and preparation,  fees and disbursements of
counsel,  accountants  and other experts,  judgments,  fines and amounts paid in
settlement)  incurred  in,  relating  to or as a result of any  action,  suit or
proceeding  (collectively  referred to herein as a  "proceeding")  to which such
person may be involved or made a party by reason of serving or having  served as
a director or officer of the corporation or, at the request of the  corporation,
as a director, officer, manager, member, partner, trustee, employee,  fiduciary,
functionary  or agent  of any  other  corporation,  limited  liability  company,
partnership,  joint venture, trust, association,  employee benefit plan or other
entity or enterprise.

     5.02 Advance of Expenses.  In the event of any  proceeding in which a party
is involved or which may give rise to a right of  indemnification  under Section
5.01, following written request to the corporation by the party, the corporation
shall pay to the  party,  to the  fullest  extent  permitted  by law  (including
without  limitation in  circumstances  in which,  in the absence of this Section
5.02,  advance of expenses would be discretionary  under the laws of Colorado or
limited or subject to particular  standards of conduct under such laws), amounts
to cover expenses  incurred by the party in,  relating to or as a result of such
proceeding in advance of its final disposition.

     5.03  Settlements.  The corporation  shall not be liable under this Article
for any  amounts  paid in  settlement  of any  proceeding  effected  without its
written consent.  The corporation  shall not settle any proceeding in any manner
that would  impose any personal  penalty or  limitation  on a party  without the
party's  written  consent.  Consent to a proposed  settlement of any  proceeding
shall not be unreasonably withheld by either the corporation or the party.

     5.04 Burden of Proof. If under applicable law the entitlement of a party to
be  indemnified  or advanced  expenses  pursuant to this  Article  depends  upon
whether a standard of conduct has been met, the burden of proof of  establishing
that the party did not act in accordance  with such standard shall rest with the
corporation.  A party shall be presumed  to have acted in  accordance  with such
standard  and to be entitled to  indemnification  or advance of expenses (as the
case may be) unless,  based upon a  preponderance  of the evidence,  it shall be
determined that the party has not met such standard.  Such determination and any
evaluation as to the  reasonableness of amounts claimed by a party shall be made
by the board of  directors  or such other body or persons as may be permitted by
law.

     5.05  Notification and Defense of Claim.  Promptly after receipt by a party
of notice of the commencement of any proceeding, the party shall, if a claim for
indemnification  in respect  thereof may or will be made against the corporation
under this  Article,  notify  the  corporation  in  writing of the  commencement
thereof; provided, however, that delay in so notifying the corporation shall not
constitute  a waiver or release by the party of any rights  under this  Article.
With respect to any such  proceeding:  (a) the corporation  shall be entitled to
participate therein at its own expense;  (b) any counsel  representing the party
to be indemnified in connection with the defense or settlement  thereof shall be
counsel mutually  agreeable to the party and to the corporation;  and (c) if the
corporation  admits that such party would be entitled to  indemnification  under
this Article in connection with such proceeding,  the corporation shall have the
right, at its option,  to assume and control the defense or settlement  thereof,
with counsel  satisfactory to the party. If the corporation  assumes the defense
of the proceeding, the party shall have the right to employ its own counsel, but
the fees and expenses of such counsel incurred after notice from the corporation
of its assumption of the defense of such  proceeding  shall be at the expense of
the party  unless  (I) the  employment  of such  counsel  has been  specifically
authorized by the  corporation,  (ii) the party shall have reasonably  concluded
that there may be a conflict of interest  between the  corporation and the party
in the conduct of the defense of such proceeding, or (iii) the corporation shall
not in fact have  employed  counsel  to assume the  defense of such  proceeding.
Notwithstanding  the foregoing,  if an insurance carrier has supplied  directors
and officers liability insurance covering a proceeding and is entitled to retain
counsel for the defense of such  proceeding,  then the  insurance  carrier shall
retain  counsel to conduct the defense of such  proceeding  unless the party and
the  corporation  concur in writing  that the  insurance  carrier's  doing so is
undesirable.

     5.06 Payment  Procedures;  Enforcement.  The corporation shall promptly act
upon a party's written request for  indemnification or advance of expenses.  The
right to  indemnification  and advance of expenses granted by this Article shall
be enforceable in any court of competent  jurisdiction if the corporation denies
the  claim,  in whole or in part,  or if no  disposition  of such  claim is made
within sixty days after the written  request for  indemnification  or advance of
expenses is made. If  successful  in whole or in part in such suit,  the party's
expenses  incurred in bringing and prosecuting  such claim shall also be paid by
the corporation.

     5.07 Other Payments. The corporation shall not be liable under this Article
to make any payment in  connection  with any  proceeding  against or involving a
party to the extent the party has otherwise actually received payment (under any
insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable
hereunder.  A party shall repay to the corporation the amount of any payment the
corporation  makes to the  party  under  this  Article  in  connection  with any
proceeding against or involving the party, to the extent the party has otherwise
actually received payment (under any insurance  policy,  agreement or otherwise)
of such amount. In the event of any payment under this Article,  the corporation
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  the  indemnified  party,  who  shall  execute  all  papers  and do
everything  that may be  necessary to assure such rights of  subrogation  to the
corporation.

     5.08  Liability  Insurance.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
fiduciary or agent of the corporation or who is or was serving at the request of
the  corporation as a director,  officer,  manager,  member,  partner,  trustee,
employee,  fiduciary,  functionary  or agent of any other  corporation,  limited
liability company,  partnership,  joint venture,  trust,  association,  employee
benefit  plan or other  entity or  enterprise  against  any  liability  asserted
against and incurred by such person in any such  capacity or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

     5.09 Other Rights and Remedies.  The rights to indemnification  and advance
of expenses  provided by this Article  shall be in addition to, and shall not be
in limitation  of, any other rights a party may have or hereafter  acquire under
any law,  provision  of the  articles  of  incorporation,  any other or  further
provision of these bylaws,  vote of the shareholders or directors,  agreement or
otherwise.  The corporation shall have the right, but shall not be obligated, to
indemnify  or  advance  expenses  to any  employee,  fiduciary  or  agent of the
corporation  not  otherwise  covered  by  this  Article  to the  fullest  extent
permitted by law.  Unless  otherwise  provided in any  separate  indemnification
arrangement,  any such indemnification or advance of expenses shall be made only
as authorized in the specific case by the board of directors.

     5.10  Applicability;  Effect. The rights to indemnification  and advance of
expenses  provided by this Article shall be applicable to acts or omissions that
occurred  prior to the adoption of this Article,  shall continue as to any party
entitled  to  indemnification  under this  Article  during the period such party
serves  in any one or more of the  capacities  covered  by this  Article,  shall
continue  thereafter  so  long  as the  party  may be  subject  to any  possible
proceeding by reason of the fact that the party served in any one or more of the
capacities covered by this Article, and shall inure to the benefit of the estate
and personal  representatives of each such person. Any repeal or modification of
this Article or of any Section or provision  hereof shall not  adversely  affect
any rights or obligations  then existing.  All rights to  indemnification  under
this  Article  shall  be  deemed  to  be  provided  by a  contract  between  the
corporation and each party covered hereby.

     5.11  Severability.  If any  provision of this Article  shall be held to be
invalid,  illegal or unenforceable  for any reason  whatsoever (a) the validity,
legality and  enforceability  of the remaining  provisions of this Article shall
not in any way be affected or impaired  thereby,  and (b) to the fullest  extent
possible,  the remaining  provisions of this Article shall be construed so as to
give  effect to the intent of this  Article  that each party  covered  hereby is
entitled to the fullest protection permitted by law.

     5.12 Expenses as a Witness.  The Corporation may pay or reimburse  expenses
incurred by a director,  officer,  employee,  fiduciary,  or agent in connection
with an appearance as a witness in a Proceeding at a time when he or she has not
been made a named defendant or respondent in the Proceeding.

     5.13 Notice to  Shareholders.  If the  corporation  indemnifies or advances
Expenses to a director under this Article in connection  with a Proceeding by or
in the right of the  corporation,  the corporation  shall give written notice of
the indemnification for advance to the shareholders with or before the notice of
the next shareholder's  meeting. If the next shareholder action is taken without
a meeting at the  instigation  of the board of  directors,  such notice shall be
given to the  shareholders at or before the time the first  shareholder  signs a
writing consenting to such action.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.01  Corporate  Seal.  The  corporate  seal of the  corporation  shall  be
circular  in form and shall  contain the name of the  corporation  and the words
"Seal,  Colorado." The seal may be used by causing it or a facsimile  thereof to
be impressed, affixed, manually reproduced or rubber stamped with indelible ink.

     6.02 Fiscal Year. The fiscal year of the corporation shall be on a calendar
year basis or as otherwise established by resolution of the board of directors.

     6.03 Manner of Giving Notice; Effectiveness. Whenever notice is required by
law,  the  articles  of  incorporation  or  these  bylaws  to be  given  to  any
shareholder or director,  such notice shall be in writing (unless oral notice is
reasonable under the  circumstances) and may be given in person or by telephone,
telegraph, teletype,  electronically transmitted facsimile or other form or wire
or wireless  communication,  first class,  certified or registered mail, private
courier or in any other  manner  permitted  by law. If written,  notice shall be
effective as to each such  shareholder  or director,  as the case may be may, as
follows:   (a)  in  the  case  of  notice  mailed  by  the  corporation  to  the
shareholders,  upon  deposit  in  the  United  States  mail,  addressed  to  the
shareholder at the address as it appears in the corporation's  current record of
shareholders and with first class postage  prepaid;  and (b) in all other cases,
the  earliest  of (I) the date  received,  (ii) five days  after  deposit in the
United States mail  (properly  addressed and with first class postage  prepaid),
and (iii) the date  shown on the  return  receipt,  if mailed by  registered  or
certified  mail,  return receipt  requested,  and the receipt is signed by or on
behalf of the addressee.  Oral notice is effective when  communicated.  If three
successive  notices  (whether  with  respect  to a meeting  of  shareholders  or
otherwise)  are given by the  corporation  to a shareholder  and are returned as
undeliverable,  no further notices to such shareholder  shall be necessary until
another address for the shareholder is made known to the corporation.

     6.04 Receipt of Notices by the Corporation.  Except as otherwise  expressly
provided herein,  notices,  shareholder  writings consenting to action and other
documents and writings  shall be deemed to be received by the  corporation  when
they are actually  received:  (a) at the  registered  office of the  corporation
addressed  to  the  registered  agent;  (b)  at  the  principal  office  of  the
corporation  (as that office is designated in the most recent  document filed by
the corporation with the Colorado Secretary of State providing such information)
addressed to the  corporation or to the  secretary;  (c) by the president or the
secretary  wherever  that  officer  may be  found;  or (d) by any  other  person
authorized  from time to time by the board of  directors,  the  president or the
secretary to receive such writings, wherever such person is found.

     6.05 Amendments. The board of directors or shareholders may make, amend and
repeal  the  bylaws  of the  corporation  at any time  and from  time to time as
provided by law.

     6.06 Voting of Securities by the Corporation.  Unless otherwise provided by
resolution  of the  board  of  directors,  on  behalf  of the  corporation,  the
president or any vice president shall, unless otherwise directed by the board or
directors,  attend in person or by substitute  appointed by him or her, or shall
execute on behalf of the corporation written  instruments  appointing a proxy or
proxies to represent the  corporation  at, all meetings of the  shareholders  or
members of any other  corporation  or entity in which the  corporation  holds an
interest,  and may, on behalf of the corporation,  in person or by substitute or
by proxy,  execute  written  waivers of notice and consents  with respect to any
such  meetings.  At all such  meetings or  otherwise,  the president or any vice
president,  in person or by substitute or by proxy, may vote and execute written
consents and other  instruments  with respect to such  interest and may exercise
any and all  rights and  powers  incident  to the  ownership  of such  interest,
subject, however, to the instructions, if any, of the board of directors.

     The undersigned,  being the duly elected and acting secretary of Equity Oil
Company,  hereby  certifies that the foregoing bylaws were adopted as the bylaws
of the corporation by the board of directors on January 25, 1996.


                                 /S/ CLAY NEWTON
                             CLAY NEWTON, Secretary